18-194431 MARICOPA COUNTY LAWN GARDEN IGA 2-14-18.PDF

ADEQ18-194431
AGREEMENT TERMS
INTERGOVERNMENTAL SERVICE Page 1 of 4
AGREEMENT Contract No.: ADEQ18-194431
ARIZONA DEPARTMENT
Effective Date:
OF
ENVIRONMENTAL QUALITY Termination Date: Upon Final Signature
Termination Date: June 30, 2020
Agreement Title: Voluntary Lawn and Garden Emissions Reduction Program ISA
COUNTY CONTRACT ADMINISTRATOR
Maricopa County Arizona Department of Environmental Quality
1001 N. Central Avenue #125 Contracts and Procurement Section
Phoenix, AZ 85004 1110 West Washington Street
Name: Phil McNeely Phoenix, AZ 85007-2935
Title: Director, Maricopa County Air Quality Chief Procurement Officer: Teena Ziegler
Phone: (602) 506-6443 Sr. Procurement Specialist: Susan Holt (602) 771-4256
THIS AGREEMENT, is between the STATE OF ARIZONA DEPARTMENT OF ENVIRONMENTAL QUALITY [hereinafter
referred to as the “Department” or “ADEQ”], established and authorized to contract pursuant to § A.R.S. 49-104, and MARICOPA
COUNTY [hereinafter referred to as the “Maricopa County” or “the County”] As part of this Agreement, the “Board of Supervisors”
are acting under the authority of A.R.S. §11-952 to enter into this agreement.
The purpose of this Agreement is to fund and administer the Voluntary Lawn and Garden Emissions Reduction Program, in Maricopa
County, as required by A.R.S. §49-474.02.
ADEQ will provide funds to the Voluntary Lawn and Garden Equipment Emission Reduction Fund and administer the fund, as
required by A.R.S. §49-474.02(G).
Maricopa County will administer the program, in accordance with the attached Voluntary Lawn and Garden Emissions Reduction
Program Work Plan. This program will allow the exchange of polluting Lawn and Garden equipment for lower (or no) emissions
equipment, thereby improving the State’s air quality.
This Agreement, including Agreement Terms, Work Plan, Attachments, Amendments, and any modifications approved in accordance
herewith, shall constitute the entire Agreement between the parties and supersede all other understandings, oral or written.
This Agreement contains the following documents:
1. Agreement Terms
2. Voluntary Lawn and Garden Emissions Reduction Program Work Plan
IN WITNESS WHEREOF, the parties have executed and agree to carry out the terms of this Agreement as of the Effective
Date set forth above.
MARICOPA COUNTY, a political subdivision of the State of Arizona
By:
Chairman, Maricopa County Board of Supervisors
Approved as to Form:
______________________________
Deputy County Attorney
ATTEST:
By:
Clerk of the Maricopa County Board of Supervisors
STATE OF ARIZONA )
) ss.
County of Maricopa )
On this ____ day of __________, 2018, before me personally appeared _____________________, the Chairman of
Maricopa County Board of Supervisors, for and on behalf of MARICOPA COUNTY, a political subdivision of the State of
Arizona, whose identity was proven to me on the basis of satisfactory evidence to be the person who he or she Claims to be, and
acknowledged that he or she signed the above/attached document.
ARIZONA DEPARTMENT OF ENVIRONMENTAL QUALITY
_____________________________________________________
Signature
Timothy Franquist, Jr.___________________________________
Printed Name
Director, Air Quality Division ____________________________
Title
The above referenced Contract is hereby executed this __________ Day of _________________________, 2018.

ADEQ18-194431
AGREEMENT TERMS
1. Recitals: The purpose of this Agreement is to fund and administer the Maricopa County Voluntary Lawn and Garden Emission
Reduction Program (the Program), as described by A.R.S. §49-474.02.
1.1 ADEQ will provide funding to the Program from the Voluntary Lawn and Garden Emissions Reduction Fund (the Fund).
ADEQ will administer the Fund and transfer funds to the County.
1.2 The County will execute the attached Work Plan and return any unused funds to the Fund.
1.3 This program will allow the exchange of polluting Lawn and Garden equipment for lower (or no) emissions equipment,
thereby improving the State’s air quality.
2. Definitions: The Parties agree to expeditiously initiate and complete the scope of work under this Agreement. The Parties warrant,
represent and agree that it, employees and representatives will comply with all applicable provisions provided herein. The
following definitions shall apply to the terms used in this Agreement, except where the context necessarily requires otherwise.
2.1 “§” means Section.
2.2 “A.A.C.” means Arizona Administrative Code.
2.3 “A.R.S.” means Arizona Revised Statutes.
2.4 “Agreement” means this written document between ADEQ and the County.
2.5 “Fund” means Voluntary Lawn and Garden Emissions Reduction Fund.
2.6 “County” means MARICOPA COUNTY.
2.7 “Department” or “ADEQ” means the Arizona Department of Environmental Quality.
2.8 "Parties" means ADEQ and MARICOPA COUNTY.
2.9 “State” means the State of Arizona.
2.10 “Program” means Voluntary Lawn and Garden Emissions Reduction Program.
3. Access to Information: Subject to statutory confidentiality requirements of the County and ADEQ, both parties to this Agreement
shall have full, complete and equal access to data and information prepared under this Agreement on a no-charge basis.
4. Amendment: This Agreement may be modified only by written Contract Amendment signed by the Director or designee, of
ADEQ and the person duly authorized to act on behalf of the County. Contract Amendments shall be executed with the same
formalities as this Agreement. Executed copies of any Amendment shall be provided to both parties.
5. Amount of Agreement: ADEQ will provide County with up to $375,000 to execute the Work Plan. Any changes or modifications
to any part of this Agreement shall be modified only by written Contract Amendment.
6. Governing Law:
6.1 This Contract shall be governed by and construed in accordance with the laws of the State of Arizona.
6.2 Implied Consent Terms: Each provision of law and any terms required by law to be in this Agreement are a part of this
Agreement as if fully stated in it.
7. Assignment: Neither Party may assign any rights hereunder without the express, written, prior consent of the other Party.
8. Audit of Records: Pursuant to Arizona Revised Statutes (“A.R.S.”) Section (“§”) 35-214 and § 35-215, the County shall retain
all data, books and other records (“records”) relating to this Agreement for a period of five years after completion of the Agreement,
any litigation, claim, negotiation, audit, cost recovery, or action involving the records has been completed. All records shall be
subject to inspection and audit by the State at reasonable times. Upon request, the County shall produce the original of any or all
such records.
9. Cancellation of State Contracts: Both parties may cancel this Agreement, without penalty of further obligation, pursuant to
A.R.S. § 38-511.
10. Agreement Term: The initial term of this Agreement shall be from the commencement of signatures by both parties through June
30, 2020. The Agreement may be renegotiated for additional periods, by formal Contract Amendment, subject to the requirements
and/or limitations by Federal or State regulations.
11. Effective Date: This Agreement shall become effective upon execution of the agreement by all parties.

ADEQ18-194431
AGREEMENT TERMS
12. Non-Availability of Funds: Every payment obligation of ADEQ under this Contract is conditioned upon the availability of funds
appropriated or allocated for the payment of such obligation. If funds are not allocated and available for the continuance of this
Agreement, this Agreement may be terminated by either party at the end of the period for which funds are available. No liability
shall accrue to either party in the event this provision is exercised, and the parties shall not be obligated or liable for any future
payments or for any damages as a result of termination under this paragraph.
13. Notices, Correspondence, Reports and Invoices:
13.1 All notices and correspondence from the County shall be sent to:
Brian Parkey
Section Manager
Air Quality Improvement Planning Section
Arizona Department of Environmental Quality
1110 West Washington Street
Phoenix, AZ 85007
(602) 771-4492
Parkey.Brian@azdeq.gov
13.2 All correspondence relating to the execution of the Contract, clarification of this Contract, and Contract Amendments shall
be sent to:
For ADEQ: For Maricopa County:
Susan Holt, Sr. Procurement Specialist Phil McNeely, Director
Arizona Department of Environmental Quality Maricopa County Air Quality
1110 W. Washington Street 1001 N. Central Avenue #125
Phoenix, AZ 85007 Phoenix, AZ 85004
(602) 771-4256 (602) 506-6443
holt.susan@azdeq.gov philmcneely@mail.maricopa.gov
13.3 Either party to this Agreement may designate a new contact by filing a notice with the other party in accordance with these
notice requirements.
14. Ownership of Information: Both parties retain title to all documents, reports, data, and other materials prepared as a part of the
Program. ADEQ and County shall have full and complete rights to reproduce, duplicate, disclose, perform and otherwise use all
information prepared under this Agreement.
15. Annual Reporting: Reporting pursuant to A.R.S. 49-474.03G shall be in accordance with the Scope of Work at the end of this
Agreement.
16. Printing Credit: Promotional materials, such as brochures, advertisements, videos, maps, technical reports, etc. developed for
the Program, shall show credit to the producing party. All promotional materials shall be printed to the extent possible on recycled
paper with the statement “Printed on Recycled Paper” printed on the cover sheet.
17. Program Review:
17.1 It is the responsibility of the County to coordinate with ADEQ regarding the progress of the Program. ADEQ may request,
at its discretion, progress updates.
18. Severability: The provisions of this Agreement are severable to the extent that any provision or application to be invalid shall not
affect any other provision or application of the Agreement, which shall remain in effect without the invalid provision or application.
19. Termination:
19.1 ADEQ or the County may terminate this Agreement at any time, with or without cause, after giving 30 days written notice
of termination to the County or ADEQ, as appropriate. The notice shall specify the effective date of termination.
19.2 In the event the Agreement is terminated, with or without cause, County shall deliver all finished or unfinished documents,
data, and reports prepared as a result of this Agreement to ADEQ.
20. Indemnification: Each party (as "Indemnitor") agrees to defend, indemnify, and hold harmless the other party (as "Indemnitee")
from and against any and all claims, losses, liability, costs, or expenses (including reasonable attorney's fees) (hereinafter
collectively referred to as "Claims") arising out of bodily injury of any person (including death) or property damage, but only to
the extent that such Claims which result in vicarious/derivative liability to the Indemnitee are caused by the act, omission,

ADEQ18-194431
AGREEMENT TERMS
negligence, misconduct, or other fault of the Indemnitor, its officers, officials, agents, employees, or volunteers. The State of
Arizona, (State Agency) is self-insured per A.R.S. 41-621.
21. E-Verify: To comply with A.R.S. § 41-4401(A), each party hereby warrants its compliance with all federal immigration laws and
regulations that relate to its employees and A.R.S. § 23-214(A). If either party uses any subcontractors in performance of this
Agreement, subcontractors shall warrant their compliance with all federal immigration laws and regulations that relate to its
employees and A.R.S. § 23-214(A). A breach of this warranty shall be deemed a material breach of the Agreement subject to
penalties up to and including termination of this Agreement. Each party retains the legal right to inspect the papers of any
contractor or subcontractor employee who works on the Agreement to ensure that the contractor or subcontractor is complying
with this warranty.
22. Conflict Resolution Procedures: This Agreement shall be governed by and construed in accordance with the laws of the State of
Arizona and the Arizona Procurement Code. In the event of any judicial proceeding related to this Agreement or any unauthorized
Subcontract the parties agree that venue shall be proper in Maricopa County, Arizona. The parties agree to resolve all disputes
arising out of or relating to this Agreement through arbitration, after exhausting applicable administrative review, to the extent
required by A.R.S. § 12-1518, except as may be required by other applicable statutes. Each party shall bear its own arbitration
fees, attorney fees and costs. The decision of the arbitrator is final and binding upon the parties.
23. Waiver: The waiver or failure to enforce any provision of this Agreement will not operate as a waiver of any future breach of any
such provision or any other provision hereof.